Terms of Use and Privacy Policy

1. Quire Communities, Inc. Terms of Use - Effective as of August 6, 2015.

Welcome to Quire Communities Inc.’s website located at quire.com (the “Site”) and our related investment content, functions and services (the “Service”). This Site and the Service is only directed at and intended for use by residents of the United States that are located in the United States (“you” or the “Permitted User”). This Site and the Service are made available to each Permitted User by Quire Communities Inc. (“we” or “Quire”). The following legally binding terms and conditions (these “Terms of Use”) govern access to and use of the Site and the Service by all Permitted Users of the Site or Service, including entities seeking investments (“you” or the “Company”) and United States Accredited Investors, as defined by SEC Regulation D Rule 501 (“you” or the “Investor”), who in any way use the Site or Service provided by Quire. If you are not a Permitted User, any further access of this Site or the use of the Service will constitute a violation of and a breach of the terms and conditions of these Terms of Use.

Please review the following terms carefully. By accessing and using the Site and the Service, in any manner, including visiting or browsing the Site, you agree to be bound by these Terms of Use and all other operating rules, policies and procedures that Quire may publish or update from time to time on the Site. If you do not agree to these Terms of Use, you may not access or use the Site or the Service.

Your use of the Site is governed by the version of these Terms of Use in effect on the date of use. Quire may modify these Terms of Use at any time and without prior notice. Your continued use of and access to the Quire Site constitutes your acknowledgement of and agreement to the then current Terms of Use and your representation that you have reviewed the most current version of the Terms of Use.

THESE TERMS OF USE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST QUIRE THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE OR THE SITE. BY USING THE SERVICE AND/OR THE SITE, YOU AGREE TO THIS RELEASE.

PRIVACY POLICY

Quire respects the privacy of its Permitted Users. Please refer to Quire's Privacy Policy (found below) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service or the Site you understand that Quire may collect, use, and disclose your information in various ways subject to the terms of our Privacy Policy.

ABOUT THE SERVICE

The Services allows Investors to search for, identify and connect with Companies who are seeking investment and to invest in the Company, including through a special purpose vehicle (a “Fund”) formed to hold Investors’ investments in a particular Company. The Service also allows Companies to post information regarding the Company online and helps to streamline and facilitate the process of identifying potential Investors and closing financings with those Investors. Quire requires all Investors on the site to, and assists them to, provide information to SecondMarket, a third party services provider with whom Quire partners to assist Quire in providing the Services or the Site (a “Third Party Service Provider”), to verify each Investor’s status as a United States Accredited Investor and attempts to disclose Permitted User Content (as defined below in the section entitled “Access Requirements—Permitted User Content”) submitted by a Company only in accordance with the instructions of the Company and only to Investors who have indicated an interest in such materials. Quire cannot guarantee that any Investor is actually an “Accredited Investor,” or that any Permitted User Content is true, correct, complete, viable or not misleading.

INVESTMENTS IN FUNDS

Securities Products. Investments in Funds or Companies presented on the Site are only appropriate for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments, particularly in early stage or “startup” Companies. The Funds invest in securities sold through private placements, which are not publicly traded and, therefore, are substantially less liquid than publicly traded securities. Additionally, the investments may have severe transfer restrictions or be subject to holding period requirements. Companies presented on Quire for which Funds are formed are generally in earlier stages of development and have not been fully tested in the public marketplace. The value of investments and the income they may generate can fall as well as rise, and most startup Companies fail. Past performance is not a guarantee of future performance. These investment products are not insured by either the Federal Deposit Insurance Corporation (FDIC) or the Securities Investor Protection Corporation (SIPC) and they may lose all or much of their value. Investing in private placements requires a tolerance for high risk, low liquidity, and long-term commitments. Investors must be able to afford to lose their entire investment. As with all private placement investments in companies, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year or be a director, executive officer, or general partner of the Company selling the securities. If these requirements are met, an entity or individual is an Accredited Investor and is eligible under the law to participate in private placements.

Your Responsibilities. Quire does not provide and the contents of the Site do not constitute financial, legal, or tax advice of any kind. Quire does not perform due diligence on the Investors or on any Permitted User Content, including Company materials available through Quire. Quire is not responsible for verifying that that any potential Investor is an Accredited Investor or otherwise authorized or appropriate to invest in any Company. Investors are solely responsible for conducting any legal, accounting or due diligence review of the investments and Companies, and the Companies are responsible for ensuring that they do not violate any federal or state securities laws when they offer their securities. Quire does not recommend any companies for investment, endorse their fitness for investment, verify the information regarding companies on the Site or in any communications or claim any of such information is accurate. You should obtain legal, investment and tax advice, as applicable, from your advisers and perform appropriate due diligence regarding the Company or the Investor and the terms of any investment in the Company or the Investor before deciding to provide information regarding Company securities, offer securities or invest in any Fund.

Quire is not registered as an investment adviser with the SEC and is currently an exempt reporting adviser. None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular Permitted User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Quire is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all Permitted Users.

ACCESS REQUIREMENTS

Permitted User Representations Regarding Age or Authorization. Investors need to be at least 18 years old to register for and use the Service. By registering for the Service, an Investor represents and warrants that the Investor is 18 years of age or older. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and that such entity agrees to indemnify Quire for violations of these Terms of Use as provided below.

Residence Restriction. An Investor must be a current resident of the United States and physically located in the United States in order to register for and use the Service. By registering for the Service, an Investor represents and warrants that the Investor is a current resident of the United States and physically located in the United States. Companies may register for and use the Service regardless of where they are formed.

Permitted User Content. To access the Site and the Services and in connection with your use of the Site and the Services, you may be asked to or permitted to provide certain information to Quire and to other Permitted Users. The Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and pages on the Site, which may require providing information and documentation sufficient to verify your identification and status as an Accredited Investor. Companies will be permitted to post information and documentation about themselves and the securities they will offer in connection with a Fund. It is a condition of your use of the Site that all the information you provide on the Site or to Quire, including but not limited to through the use of any interactive features on the Site (“Permitted User Content”) is correct, current and complete. You agree that all your Permitted User Content is governed by our Privacy Policy, and you consent to all actions we take with respect to your Permitted User Content consistent with our Privacy Policy.

Availability of Site, Services and Permitted User Content. We may amend the Site, the Service, and all content, software and other items used or contained on the Site or in the Service, at any time without notice. We will not be liable if for any reason all or any part of the Site or the Service is ever unavailable and we may limit access to a portion of the Site or the entire Site to only certain Investors or Companies. Permitted User Content may not always be available or displayed to any other Permitted User.

Permitted User Name and Password. You agree to treat your Permitted User name and password as confidential and not disclose it to any other person or entity. Investors and other Permitted Users who are individuals acknowledge that the Permitted User’s account is personal to the Permitted User and Companies acknowledge that the account is personal to the Company. All Permitted Users agree not to provide any other person or entity with access to the Site or the Services. Companies must register each employee of the company who will access the Site or use the Services on behalf of the Company with Quire. You agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Unauthorized Access to Your Account. You agree to notify us immediately of any unauthorized use of your password and/or account or any other breach of security. Quire uses reasonable measures to attempt to verify that any investments have been properly authorized, however, Quire will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account, including any losses that may result as a result of any unauthorized investments made on Investors’, and other Permitted Users’ who are individuals, behalf or unauthorized materials uploaded on Companies’ behalf by any unauthorized use of your password and/or account.

USE RESTRICTIONS. Your permission to use the Site is subject to and conditioned upon your compliance with the following restrictions. You agree that you will not under any circumstances:

  • provide or submit to the Site any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  • use the Service for any unlawful purpose or for the support of illegal activities;
  • attempt to, or harass, abuse or harm another person or group via the Site or the Service;
  • use a Permitted User’s account without permission;
  • provide false or inaccurate information through the Service or the Site, including when registering an account;
  • interfere or attempt to interfere with the proper functioning of the Site or the Service;
  • take any action that may interfere with any feedback or ratings systems featured or used on the Site or provided by the Service;
  • make any automated use of the Service or the Site, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  • bypass any robot exclusion headers or other measures we take to restrict access to the Site or the Service or use any software, technology, or device to scrape, spider, or crawl the Site or the Service or harvest or manipulate data;
  • provide or submit to the Site, the Service or any Third Party Service Provider any inaccurate, incomplete or misleading information; or
  • provide or submit to the Site or the Service any malicious content intended to damage or disrupt a Permitted User’s browser or computer.

POSTING RESTRICTIONS. By transmitting and submitting any Permitted User Content while using the Service, you agree that you:

  • will not post information that is false, inaccurate, incomplete, misleading or malicious;
  • will not submit content that is copyrighted or subject to third party proprietary rights, including but not limited to privacy, publicity, and trade secret rights, unless you are the owner of such rights or have the appropriate permission from their rightful owner specifically to submit such content; and
  • hereby affirm we have the right to determine whether any of your Permitted User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your Permitted User Content, and terminate your account with or without prior notice.

You are solely responsible for the Permitted User Content that you post, upload, link to or otherwise make available via the Site and the Service. You understand and agree that any liability, loss or damage that occurs as a result of the use of any Permitted User Content that you make available or access through your use of the Site and/or Service is solely your responsibility. Quire is not responsible for any public display or misuse of your Permitted User Content. Quire does not, and cannot, pre-screen or monitor all Permitted User Content. You agree that we are only acting as a passive conduit for your online distribution and publication of your Permitted User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

You are solely responsible for your interactions with all other Permitted Users and with the Funds facilitated by the Site and through the Service. You understand that Quire does not necessarily screen Permitted Users, nor does Quire necessarily inquire into the backgrounds of Permitted Users or attempt to verify the statements of its Permitted Users.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Site or the Service, but not directly by Quire, are those of their respective authors, including the Funds, and should not necessarily be relied upon. Such authors are solely responsible for such content. Quire does not guarantee the accuracy, completeness, or usefulness of any information accessed on the Site or through the Service and neither does Quire adopt nor endorse, nor is Quire responsible for, the accuracy or reliability of any opinion or advice made by Quire, or any opinion, advice or statement made by any Permitted Users or the Funds through the Site or the Service. Quire in no way guarantees the performance or results of the Site or the Service. Additionally, Quire takes no responsibility and assumes no liability for any Permitted User Content or any other content that you or any other Permitted User or third party posts or sends over the Service. Under no circumstances will Quire be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Site, or delivered through the Service, or transmitted to Permitted Users.

Though Quire attempts to enforce these Terms of Use, you may be exposed to Permitted User Content that is inaccurate or objectionable. Quire reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Service or to limit or deny a Permitted User’s access to the Service or take other appropriate action if a Permitted User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Quire will have the right to remove any such material that, in its sole opinion, violates, or is alleged to violate, the law or these Terms of Use or which might be offensive, or that might violate the rights of, harm, or threaten the safety of Permitted Users or others. Unauthorized use may result in criminal and/or civil prosecution under federal, state and local law. If you become aware of misuse of our Service, please report it to Quire at support@quire.com. Any reports of violations you submit to us, including your identity, may not be kept confidential. In response to your report, we may take actions in accordance with these Terms of Use or other applicable agreements between Quire and the alleged violator of the Terms of Use, and may pursue other remedies available under all applicable local, state, federal or international laws, regulations, rules, orders and other requirements, now or hereafter in effect. Please note that a personal reply to reports you submit to Quire may not always be possible.

THIRD PARTY SERVICES

Quire will direct Permitted Users who would like to become Investors to a Third Party Service Provider to verify that Investors are Accredited Investors. In addition, when and if any Investor invests in a Fund a Third Party Service Provider collect bank account and other payment information from Permitted Users. By providing this information within the Service, you permit Quire to provide information that you have provided us, including personal information, to the applicable Third Party Service Provider for the stated purpose. For more information about Quire's use, storage, and disclosure of information related to you and your use of such services within the Service, please see our Privacy Policy below. Please remember that the manner in which any Third Party Service Providers use, store and disclose your information is governed solely by the policies of each Third Party Service Provider. You should review the applicable terms and policies of the applicable Third Party Service Provider, including privacy and data gathering practices.

QUIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE PRIVACY PRACTICES OR OTHER ACTIONS OF ANY THIRD PARTY SERVICE PROVIDERS THAT MAY BE ENABLED WITHIN THE SERVICE OR LINKED BY THE SITE.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, Quire may provide you with convenient links to third party website(s) (“Third Party Sites”), as well as articles, videos, webinars, photographs, text, graphics, pictures, designs, music, sound, video, information, and other materials, content or items belonging to or originating from third parties (the “Third Party Content”). The content and links are provided as a courtesy to Permitted Users. Quire has no control over Third Party Sites and Third Party Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Content. Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Quire, and Quire is not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Quire. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

Termination of Repeat Infringer Accounts. Quire respects the intellectual property rights of others and requests that the Permitted Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Quire has adopted and implemented a policy that provides for the termination in appropriate circumstances of Permitted Users of the Service or the Site who are repeat infringers. Quire may terminate access for Permitted Users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Site infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Quire's designated copyright agent at Quire Communities, Inc. support@quire.com:

  1. The date of your notification;
  2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable Quire to locate such work;
  5. Information reasonably sufficient to permit Quire to contact you, such as an address, telephone number, and/or email address;
  6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notices. If you believe that your Permitted User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Permitted User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

  1. Your physical or electronic signature;
  2. A description of the content that has been removed and the location at which the content appeared before it was removed;
  3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
  4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the Commonwealth of Massachusetts and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Quire copyright agent, Quire may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or Permitted User, the removed content may (in Quire's discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.

INTELLECTUAL PROPERTY AND LICENSE GRANT

Quire Trademarks. You acknowledge and agree that we and any licensors we may have retain ownership of all intellectual property rights of any kind related to the Site and the Service, including applicable copyrights, trademarks, and other proprietary rights. “Quire” and other Quire graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks or trade dress of Quire in the U.S. and other countries. You may not use Quire's trademarks and trade dress, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that Quire endorses any product or service. You may not reproduce or use Quire's trademarks or trade dress without the prior written permission of Quire. Other product and company names that are mentioned on the Site may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

Permitted User Content. By posting any Permitted User Content, you hereby expressly grant, and you represent and warrant that you have a right to grant, to Quire a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Permitted User Content and your name, voice, and/or likeness as contained in your Permitted User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

Feedback. Quire may ask you from time to time for your input regarding the Service and the Site and we would appreciate your candid feedback. The feedback you provide will be provided free of charge and become the property of Quire and we may use that information for our business purposes, including without limitation continuing to improve the Service and the Site.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE TO QUIRE

Communications made through the Site or via email will not constitute legal notice to Quire or any of its officers, employees, agents or representatives in any situation where notice to Quire is required by contract or any law or regulation.

PERMITTED USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive communications from Quire in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Quire provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address, to send you other messages, including information about Quire, the Companies and the Funds. You may opt out of such email by changing your account settings or sending an email to support@quire.com or mail to the postal address below.

In the event that you are unable to reach us through the Site regarding the Services or any Fund, please contact us at the phone number or postal address below:

Customer Support


29 Little West 12th Street
New York, NY 10014
(646) 668 4763

Please note that opting out will not prevent Quire from sending you any communications that Quire is legally required to provide to you.

WARRANTY DISCLAIMER

THE SERVICE AND THE SITE ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUIRE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, QUIRE MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR ANY CONTENT WILL BE COMPLETE, COMPREHENSIVE, ACCURATE OR UP-TO-DATE. QUIRE MAKES NO WARRANTY OR REPRESENTATION THAT THE SITE, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE AND THE SITE WILL MEET YOUR EXPECTATIONS.

QUIRE IS NOT RESPONSIBLE FOR THE ACCURACY, AVAILABILITY OR RELIABILITY OF ANY INFORMATION, CONTENT, GOODS, DATA, OPINIONS, ADVICE OR STATEMENTS MADE AVAILABLE ON THE SITE OR THROUGH THE SERVICES. AS SUCH, QUIRE IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON SUCH INFORMATION. QUIRE ENABLES THESE FEATURES AS A CONVENIENCE AND THE INCLUSION OF SUCH FEATURES DOES NOT IMPLY AN ENDORSEMENT OR RECOMMENDATION.

QUIRE DOES NOT GUARANTEE THE RESULTS OF THE SERVICES OR ANY INVESTMENTS YOU MAKE IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICE AND YOU ACKNOWLEDGE THAT QUIRE HAS NO RESPONSIBILITY REGARDING THE INVESTMENTS YOU CHOOSE TO MAKE OR THE FUNDS YOU CHOOSE TO INVEST IN, REGARDLESS OF WHETHER THE CHOICE OF SUCH INVESTMENTS OR SUCH FUNDS WAS GUIDED BY THE SITE OR THE SERVICE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SITE AND/OR THE SERVICE.

You hereby acknowledge and agree that this disclaimer of warranties is a fundamental part of the agreement between you and Quire contained in these Terms of Use and that Quire would not agree to enter these Terms of Use or allow you access to the service without such disclaimers. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

LIMITATION OF DAMAGES; RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUIRE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU, OR TO ANY THIRD-PARTY CLAIMING THROUGH OR UNDER YOU, FOR (1) ANY DAMAGES TO OR VIRUS THAT MAY INFECT YOUR EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF ACCESSING THE SITE OR USING THE SERVICE; OR (2) ANY INJURY, DEATH, LOSS, CLAIM, ACT OF GOD, ACCIDENT, DELAY OR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, SERVICE OR EQUIPMENT DOWNTIME, LOST OPPORTUNITY, REPUTATIONAL HARM, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING AND REGARDLESS OF CAUSE OF ACTION, THAT, IN EITHER CASE, RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR PERMITTED USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE OR THE SITE; (C) THE SERVICE GENERALLY OR THE SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH QUIRE OR ANY OTHER PERMITTED USER OR FUND, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT QUIRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN THE EVENT THAT ANY LIABILITY IS IMPOSED ON QUIRE FOR ANY REASON WHATSOEVER HEREUNDER, THE AGGREGATE AMOUNTS PAYABLE BY QUIRE TO YOU BY REASON THEREOF WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). You acknowledge that the foregoing limitations are an essential element of the agreement between the parties and that in the absence of such limitations the terms and conditions set forth in these terms of use would be substantially different. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

If you have a dispute with one or more Permitted Users, Funds, Third Party Service Provider or any other third party resulting from or arising out of or in connection with your use of the Service or Site, you release Quire (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

INDEMNIFICATION.

You will indemnify, defend and hold harmless Quire, its directors, officers, employees and representatives from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs arising out of or in connection with (i) your violation of any term of these Terms of Use or (ii) any third party claim that the Service infringes any U.S. patent or copyright to the extent such claim arises from Permitted User Content.

MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time. Any amendments will be effective immediately when we post them and apply to all access to and use of the Site and Services thereafter. It is your sole responsibility to check the Site from time to time to view any such changes in these Terms of Use. If you continue to use the Site or the Service, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material changes to these Terms of Use by posting a notice on our homepage and/or sending an email to the email address we have on file for you at the time the amended Terms of Use are posted. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of Quire's rights hereunder will not be valid or effective except in a written agreement bearing the physical signature of an officer of Quire. No purported waiver or modification of these Terms of Use accepted by Quire via telephonic or email communications will be valid.

TERM AND TERMINATION

Term. These Terms of Use, as such may be subsequently modified by Quire in accordance with these Terms of Use, will be effective for a period of 12 months from the date you accept the terms of these Terms of Use and will automatically renew for successive one-year periods thereafter unless terminated earlier in accordance with these Terms of Use.

Termination by Quire. Quire may terminate or suspend your account or ability to use the Site or the Service, in whole or in part, without notice, at any time in our sole discretion for any or no reason, including if, in our opinion, (i) you violate these Terms of Use or any other rules that govern the use of the Service, (ii) your conduct may harm Quire or others or cause Quire or others to incur liability, or as otherwise determined by Quire in its sole discretion.

Termination by You. You may terminate your Quire account at any time by providing Quire with notice of termination in accordance with the instructions available through the Service or via email to support@quire.com.

Effect of Termination. Upon any termination of these Terms of Use, any licenses granted to you herein will simultaneously terminate and you must immediately cease all use of the Service and other Confidential Information to which you do not independently have a right to access by virtue of any subscription agreement or other agreements governing any investment you may make in any Fund. Your access to, use of, or participation in the Service, including any content therein, may be prevented by Quire at any time after the termination of your account.

Quire's termination of your account or ability to use the Site of the Service will not relieve Quire of any obligation it may have to provide you with notice and documentation with respect to any investments you may have made in any Funds. However, Quire may, but will not be required to, commence sending you any required documentation or notice via mail. It is your obligation to keep the address on record with Quire up-to-date. If you terminate your account with Quire, Quire may continue to send you electronic copies of any required documentation or notice via email. It will remain your obligation to keep the email address on record with Quire up-to-date.

GENERAL TERMS

Waiver; Severability; Survival. If any part of these Terms of Use is held invalid or unenforceable, that portion of these Terms of Use will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Quire to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under these Terms of Use will survive any termination of these Terms of Use.

Limitation on Suit. You agree that any cause of action related to or arising out of your relationship with Quire must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Dispute Resolution – Arbitration, No Class Action. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OF USE OR BREACH OR INTERPRETATION THEREOF OR THE SERVICES WILL BE SOLELY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE TERMS OF USE AS A COURT WOULD.

Such arbitration will be conducted in New York, New York in accordance with the rules of the American Arbitration Association (“AAA”) then in effect, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, before a single arbitrator appointed in accordance with such rules and applying the laws of the State of New York, without regard to conflict of law provisions. Judgment upon any award rendered therein may be entered and enforcement obtained thereon in any court having jurisdiction. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have authority to grant any form of appropriate relief (other than punitive damages), whether legal or equitable in nature, including specific performance. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. By agreeing to arbitrate, you are agreeing to waive your right to a jury trial.

If you intend to seek arbitration you must first send written notice to Quire Customer Service Center of your intent to arbitrate (“Notice”). The Notice to Quire should be sent by U.S. Postal Service certified mail to Quire, Attn: Customer Support, 29 Little West 12th Street, New York, NY 10014. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or we may bring suit in court for injunctive relief, including to enjoin infringement or other misuse of intellectual property rights.

Governing Law. These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, the parties hereby submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York located in New York, New York, or the United States District Court for the Southern District of New York, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of Quire.

Relationship of the Parties. These Terms of Use does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever; provided, however, that Quire may take certain action on your behalf with your express consent. There are no third-party beneficiaries to these Terms of Use.

Compliance with Law. You agree to comply at all times with all laws, rules and regulations applicable to your use of the Service or the Site.

Heading for Reference Only. The headings and captions used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use.

Assignment. You may not assign or transfer these Terms of Use or your rights hereunder, or delegate your duties hereunder, in whole or in part, by operation of law, change of control or otherwise, without Quire's prior written consent. Any such purported assignment without prior consent will be null and void. Quire may assign these Terms of Use, together with all rights and obligations hereunder, without your consent in connection with a merger, acquisition, corporate reorganization, bankruptcy or sale of all or substantially all of its stock or assets that relate to these Terms of Use. Subject to the foregoing, the parties’ rights and obligations under these Terms of Use will bind and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns.

Entire Agreement. These Terms of Use, together with the Privacy Policy below and any subscription agreement or other agreements governing any investment you may make in any Fund, contain the final, complete, and exclusive agreement between you and Quire relative to the subject matter hereof and supersede all prior and contemporaneous understandings and agreements, proposals or representations, written or oral relating to its subject matter. In the event of any conflict between the provisions in the main body of these Terms of Use and any documents you completed on the Quire website in order to subscribe to the Service, post information to the Quire website or provide information to Quire, the terms of the main body of these Terms of Use will prevail to the extent of such conflict, except and to the extent any information on the Site expressly identifies by Section any specific provision of the main body of these Terms of Use that the parties intend to override. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other order documentation of yours will be incorporated into or form any part of these Terms of Use, and all such terms or conditions are hereby rejected and will be null and void.

YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE.

Last updated: August 6, 2015

2. QUIRE PRIVACY POLICY - UPDATED

Updated August 6, 2015

This Privacy Policy describes the way in which the quire.com website (the “Site”) and the Quire Communities, Inc. (“we” or “Quire”) services made available through the Site (the “Services”) access, collect, use, disclose and share information received in the course of providing the Services. The privacy of all users of the Site or Service (“you” or the “User”), including entities seeking investments (“you” or the “Company”) and Accredited Investors, as defined by SEC Regulation D Rule 501 (“you” or the “Investor”) are important to us.

This policy is subject to the Terms of Use of Quire as updated from time to time. Further, because our Services interact with numerous third party services, it is your responsibility to read and accept the terms of use and privacy policy of each such third party service prior to your use of, or interaction with, such services. Please read this Privacy Policy carefully. If you have any questions, please contact us at privacy@quire.com.

About Quire's Service

The Service collects a variety of personal information in order to facilitate investment by Accredited Investors into a fund formed to invest in a particular Company (any such fund, a “Fund”).

Companies post information regarding the Company and the terms of any investment in the Company online. Some information posted by Companies may only be accessed by Users who opt to connect with the Company.

Registered Users may search for, identify and connect with Companies who are seeking investment and may then, if an Accredited Investor, invest in the Company through a Fund.

Quire streamlines and facilitates the process of (i) matching Investors with Funds, (ii) documenting the transaction, (iii) and closing the financings, including the transfer of necessary payment.

Quire requires all Users who would like to become Investors on the site to provide information to verify the Users’ status as an Accredited Investor and provides access to such information to SecondMarket, Inc. (“SecondMarket”), a third party service provider that verifies whether a potential Investor is an Accredited Investor.

The Quire platform is intended to facilitate the secure, consensual exchange of data among Investors, Companies and any applicable Funds.

How Quire Receives Information about Individual Users and Devices

Most of the information about you that we receive, including information that can be used to identify or locate you (“personal information”), is actively provided to Quire directly by you. However, we might also receive information about you or your devices (any such information we received about you, “Your Data”) through:

  • Cookies placed on your device or other tracking technologies, which we use to track site usage and trends, to improve the quality of our Services, and to customize your experience on Quire.
  • Social networking sites to which you link your Quire account because, when you link your Quire account to a social networking site, the social networking site may provide information to us via an Application Programming Interface (“API”), which is essentially a standard set of commands, functions and protocols that allow our systems to pull certain information from the social networking sites’ systems.

Types and Sources of Information Collected

Information You Provide Directly

Individual Users actively provide personal information, as follows:

  • Registration. To register for our Services, an individual must provide legal first name, last name, and email address. You may also provide us with your home address, billing address and country of residence.
  • Profile Information. Users maintain public profiles on our site, which may be populated with a photograph, social media accounts, your biography and information regarding your investments.
  • Verification of Accredited Investor Status. To be considered for investment in a Fund, Users must further provide the information necessary as a matter of law, as stated on the accreditation page that is completed as a step in the closing process , to assess and verify their Accredited Investor status under Regulation D (17 CFR § 230.500, et seq.) of the U.S. Securities Act Of 1933. The verification services are provided through SecondMarket, a separate company.
  • Payment information. Payment details are collected as necessary to complete authorized transactions.
  • User-generated content. Users may voluntarily provide information about themselves in any discussion groups, bulletin boards or similar forums. Users may also choose to “connect” with a Company on the Service. Some or all of a connected user’s Profile Information may appear on the Company’s profile page on the Service.*

*NOTE: As always when dealing with public chat rooms, discussion groups and bulletin boards, you should be mindful of your privacy and security when communicating. Please don't post or communicate about sensitive personal or financial information in public areas of the Service.

Information We Collect From Your Device / Use of Cookies and other Tracking Technologies

Like most websites, we place and read cookies or other tracking technologies to track site usage and trends, to improve the quality of our Services and to customize your experience on Quire. A cookie is a tiny data file that resides on your computer, mobile phone or other device and allows us to recognize you as a User when you return to the Quire website using the same computer and web browser. One type of cookie, known as a “persistent” cookie, is set once you’ve logged in to your Quire account. The next time you visit the Quire website, the persistent cookie will allow us to recognize you as an existing User so you will not need to log in before using the Services. Another type of cookie, called a “session” cookie, is used to identify a particular visit to the Quire website. Session cookies expire after a short time or when you close your web browser.

You can remove or block all cookies using the settings in your browser, but in some cases doing so may impact your ability to use the Services. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. Quire does not store any data that personally identifies any visitor to our site (such as name or contact information) in the cookies.

We use Google Analytics, a web analytics service provided by Google, Inc. (“Google”), and MixPanel to assist us in providing the Services. Google Analytics uses cookies or other technologies to help us analyze how Users use the Site. The information generated about your use of the Site (including your Internet protocol (“IP”) address) will be transmitted to and stored by Google on servers in the United States. We use these analytics for the purpose of evaluating your use of the Site, compiling reports on Site activity, and providing other services relating to Site activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. By using this Site, you consent to the processing of data about you by Google in the manner and for the purposes set out above. Please visit Google’s and Mixpanel’s website to find out more.

Information Provided By Social Networking Sites to Which You Link Your Quire Account.

When you link you Quire account to a social networking site, the social networking site API may provide us with your name, age, email, handle, location, profile picture and a social graph of your friends or connections.

Eligibility: You Must Be 18 or of Legally Minimum Age to Use Our Services

You need to be of sufficient legal age to enter into binding contracts in order to register for and use the Service or access the Site. Quire doesn’t knowingly collect or use personally identifiable information from children under 13. If a child under 13 has provided us with personally identifiable information without parental or guardian consent, the parent or guardian should contact us at the email address provided below to delete the account and any associated personal information. You may learn more about protecting children's privacy online by visiting www.ftc.gov/kidzprivacy.

Use of Information

We use your contact information to communicate with you.

If you are an Investor who has invested in a Fund, we will use your contact information to provide you with important information regarding your investment and the Fund.

Unless you tell us otherwise, we may use your email address to contact you directly to solicit feedback from you regarding the Site and the Services.

You may opt out of email messages by following the opt-out / unsubscribe instructions contained within each message or changing your user profile settings.

Please note that notwithstanding the promotional preferences you indicate by either unsubscribing or opting out, we may continue to send you any communications required by law and any administrative emails including, for example, in order to effectively provide you with the Service and periodic material updates to our Privacy Policy.

We use Your Data to:

  • process authorized investments on behalf of Investors;

  • verify your identity and that you are an Accredited Investor;

  • We will only use Your Data to verify that you are an Accredited Investor when you first indicate to use that you would like to invest in a Fund and provide such information and periodically thereafter as required by law, with updated information we will request you provide us to confirm that you remain an Accredited Investor.

  • process payments to the Fund at the closing of an investment;

  • comply with government reporting obligations for legitimate purposes such as tax reporting, in Quire's discretion;

  • for internal purposes, such as auditing, data analysis, research and performing operations;

  • register and service your account with us; and

  • calculate the cost of your investments, including any fees.

We use Site data, reports, analytics and statistics to support and improve our Services and the security of our Site.

We may occasionally share reports we create with other Users or publicly for publicity and advertising; however, these reports will never include any personal information permitting the recipient to identify, locate or contact you.

Disclosure / Sharing of Personal Information or Deidentified Data

We share Your Data with certain third party service providers as follows:

We will allow SecondMarket to access and store Your Data if you are a potential Investor in order to verify your status as an Accredited Investor. SecondMarket’s use and treatment of Your Data is governed solely by SecondMarket’s privacy policy, which can be found here.

We may contract with third parties to provide services on our behalf, including, but not limited to, payment or other data processing and communications services. Any third party we contract with is bound by our Privacy Policy.

Data acquired from or about Users and their devices may be disclosed to third parties for reasons of safety, security or compliance with the law under the following circumstances:

As necessary to comply with government reporting obligations for legitimate purposes such as tax reporting, in Quire's discretion.

When we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena);

To satisfy any applicable laws or regulations;

Where we believe that the Services are being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction;

When we have a good faith belief that there is an emergency that poses a threat to the health and / or safety of you, another person or the public generally; or

In order to protect the rights or property of Quire, including enforcing our Terms of Use.

Data acquired from or about users and their devices may be sold or transferred in connection with certain business transactions.

In the event we undergo a business transaction such as a merger, acquisition by another company, or sale of all or a portion of our assets, or are involved in a bankruptcy, information acquired from or about Users or their devices may be among the assets transferred.

You consent to such transfers and acknowledge that such transfers may occur and are permitted by this Privacy Policy, and that any acquirer of our assets may continue to access, collect, store and use data in accordance with this Privacy Policy.

Changes to Privacy Policy / Notifications

We may, from time to time, make changes to this Privacy Policy. Such revisions shall take effect immediately, although will only apply to existing members 30 days after posting (unless otherwise stated).

Please review this Privacy Policy periodically to stay informed about how Quire is protecting Your Data.

Your Data will be handled in accordance with the Privacy Policy in effect at the time the data is used.

Your continued use of this Site or the Services after any change in this Privacy Policy will constitute your acceptance of such change.

Your Use of Third Party Sites

This Privacy Policy applies solely to information collected by us through the Site and the Service. We do not have any control over the privacy of data that you disclose to any third party service provider. All such privacy matters are solely between you and the applicable third party. The privacy policy of that other website or application will apply to your access or use of that site or application. We encourage our Users to read the privacy statements of other websites before proceeding to use them.

Access to Data / Removing Information

You may terminate your account or the Services at any time. We will delete all data that is directly relatable to you and your login credentials upon your termination of our Services or upon your request that we delete any of Your Data sent to us at privacy@quire.com; provided, however, that we may retain, use and disclose (1) any of Your Data that we are required to keep in order to comply with any legal obligations we may have as a result of your investment in a Fund for so long as such obligations apply and (2) any deidentified data in perpetuity.

Security

Quire has designed and implemented a safeguards program to protect against unauthorized access to or use of your nonpublic financial information that could result in substantial harm or inconvenience to a User.

We use secure socket layer technology to transmit your personal registration information from your computer to ours across the internet.

However, these measures do not guarantee that your information will not be accessed, disclosed, altered or destroyed by breach of our security measures.

Although we take reasonable steps to safeguard and prevent unauthorized access to Your Data, we can't be responsible for the acts of those who may gain unauthorized access and we make no warranty, express, implied or otherwise, that we will prevent such access.

By visiting the Site and using the Service, you acknowledge that you understand and agree to assume these risks.

Please remember that you play a valuable part in security as well. Your password to access our Services, which you select at registration, should never be shared with anyone and should be changed frequently. After you have finished using our Services, you should log off and exit your browser so no unauthorized persons can use our site with your name and account information.

Remember that any information you voluntarily disclose online in any news or message postings, social networking sites, discussion groups or chat rooms may be collected and used by others without your permission.

Further, if you provide any information to parties who operate web sites that are linked to or from our site, different rules may apply to their collection, use or disclosure of your personal information. We encourage you to review those sites’ policies before revealing any sensitive information.

Regardless of the safeguards or other precautions taken by you or by us, “perfect security” does not exist. We cannot ensure or warrant the security of any information you transmit to us and you transmit such information at your own risk.

International Users

Those who access or use the Service or the Site from other jurisdictions do so at their own choice and risk and are solely responsible for compliance with local law.

Quire is a corporation organized under the laws of Delaware. Please note that the personal information you submit using the Service may be transferred to and stored in the United States to be processed by us so we can provide the Service and the Site to you as set forth in this Privacy Policy and the Terms of Use.

If you are not a resident of the United States, you acknowledge and agree that we may collect and use your personal information outside your home jurisdiction, and that we may store your personal information in the United States, for the purposes stated herein and in the Terms of Use.

Please note that the level of legal protection provided in the United States or other non-European countries in which you may access the Site or use the Service may not be as stringent as that under European Union privacy standards or the privacy laws of some other countries, possibly including your home jurisdiction.

Contacting Us

Questions regarding this Privacy Policy or our information practices should be directed to Quire Privacy Policy by email to privacy@quire.com.